Current Report Filing (8-k)
31 Dezember 2019 - 10:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
December 31, 2019
Adial Pharmaceuticals, Inc.
(Exact name of registrant as specified
in charter)
Delaware
(State or other jurisdiction of incorporation)
001-38323
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82-3074668
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(Commission File Number)
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(IRS Employer Identification No.)
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1001 Research Park Blvd., Suite 100
Charlottesville, Virginia 22911
(Address of principal executive offices
and zip code)
(434) 422-9800
(Registrant’s telephone number
including area code)
(Former Name and Former Address)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Common Stock
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ADIL
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NASDAQ
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Warrants
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ADILW
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NASDAQ
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Indicate by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive
Agreement.
On December 31, 2019, Adial
Pharmaceuticals, Inc. (the “Company”) entered into Amendment No. 7 (the “Amendment’) to License
Agreement (the “License Agreement”) with the University of Virginia Patent Foundation d/b/a the University of
Virginia Licensing and Ventures Group which, among other things, removed in its entirety the diligence milestone to initiate
a Phase 3 clinical trial by December 31, 2019 and the Company agreed to pay upon execution of the Amendment the diligence
milestone payment of $20,000 that had been due upon initiation of a Phase 3 clinical trial. In addition, the Company agreed
to use and will continue to use best efforts to dose a first patient with a Licensed Product (as defined in the License
Agreement) in a Phase 3 clinical trial on or before March 31, 2020.
The foregoing description of the terms
of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the provisions
of such Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed with this
Current Report on Form 8-K:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 31, 2019
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ADIAL PHARMACEUTICALS, INC.
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By:
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/s/ William B. Stilley, III
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Name:
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William B. Stilley
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Title:
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President and Chief Executive Officer
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3
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